UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON, D.C.
20549




FORM
10-KSB/A







Amendment
No. 2 to Form 10-KSB






ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE




SECURITIES
EXCHANGE ACT OF 1934




FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2007




Commission File No.
001-28911




GULF
ONSHORE, INC.







Nevada
              
              91-1869677(State
      or other jurisdiction of incorporation or organization)
              
              (IRS
      Employer Identification No.)




4310
Wiley Post Road, Addison, Texas 75001


(PRINCIPAL
EXECUTIVE OFFICES)




972 /
788-4500


(ISSUER'S TELEPHONE
NUMBER)




Securities registered under Section
12(b) of the Exchange Act: None Securities registered under Section 12(g) of the
Exchange Act: Common Stock, $0.001 par value




Check whether the issuer is not
required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act.[
 ]




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [  ]




Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[X]




Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 under the Exchange Act).
Yes [X] No [  ]




The issuer's revenues for its most
recent fiscal year were $0.00




As of February 25, 2008, the aggregate
market value of the common stock held by non-affiliates based on the closing
sale price of Common Stock was $106,798. For the purposes of the foregoing
calculation only, all directors, executive officers, related parties and holders
of more than 10% of the issued and outstanding common stock of the registrant
have been deemed affiliates.




As of
August 23, 2008, the issuer had 12,597,279 shares of common stock outstanding.
Documents incorporated by reference: none Transitional Small Business Disclosure
Format (check one): Yes [  ] No [X]



























Amendment
No. 2 to the Annual Report on Form 10-KSB




For the
Year Ended December 31, 2007







EXPLANATORY
NOTE





This Form
10-KSB/A is being filed by Gulf Onshore, Inc., to amend the Company’s Annual
Report on Form 10-KSB for the year ended December 31, 2007 that was originally
filed with the Securities and Exchange Commission on April 10,
2008.





This Form
10-KSB/A amends Item 8A of Part II of the Form 10-KSB and provides an assessment
and conclusion as to the effectiveness of our disclosure controls and
procedures.  No attempt has been made in this Form 10-KSB/A to modify
or update other disclosures as presented in the 10-KSB.





In
addition, as part of the 10-KSB/A, the Amendment will amend and restate,
pursuant to ITEM 601(b)(31) of Regulation S-B, the Exhibit 31.1, Certification
of the Principal Executive Officer and Exhibit 31.2, Certification Principal
Financial Officer, which adds the introductory language of paragraph 4 and the
language paragraph 4(b).





In
addition, as part of the 10-KSB/A, the Amendment will amend and restate, Exhibit
32.1, Certification of Chief Executive Officer and Chief Financial Officer,
pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the
Sarbanes-Oxley Act of 2002, which is updated for current language.





Except
with respect to the above changes, this Amendment does not modify or update any
other disclosures set forth in the Original or First Amended
filing.


















PART
II









Item
8A. Controls and Procedures




Evaluation of Disclosure
Controls and Procedures




We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of December 31, 2007.  This
evaluation was accomplished under the supervision and with the participation of
our chief executive officer / principal executive officer, and chief financial
officer / principal financial officer who concluded that our disclosure controls
and procedures are not effective to ensure that all material information
required to be filed in the annual report on Form 10-KSB has been made known to
them.




For
purposes of this section, the term disclosure controls and procedures means
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s
rules and forms.  Disclosure, controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by in our reports filed under the Securities Exchange Act of
1934, as amended (the "Act") is accumulated and communicated to the issuer's
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.




Based
upon an evaluation conducted for the period ended December 31, 2007, our Chief
Executive and Chief Financial Officer as of December 31, 2007 and as of the date
of this Report, has concluded that as of the end of the periods covered by this
report, we have identified the following material weakness of our internal
controls:




·
            Reliance
      upon independent financial reporting consultants for review of critical
      accounting areas and disclosures and material non-standard
      transaction.




·
            Lack
      of sufficient accounting staff which results in a lack of segregation of
      duties necessary for a good system of internal
  control.




In order
to remedy our existing internal control deficiencies, as our finances allow, we
will hire additional accounting staff.  In August 2008, we hired a
Chief Financial Officer who is sufficiently versed in public company accounting
to implement appropriate procedures for timely and accurate
disclosures.




Management’s Annual Report
on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles in the
United States of America.  Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on
the financial statements.




Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.




Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework at December 31, 2007.   Based on its
evaluation, our management concluded that, as of December 31, 2007,
our internal control over financial reporting was not effective because
of: 1) Our reliance upon independent financial reporting consultants for
review of critical accounting areas and disclosures and material non-standard
transaction; and 2) a lack of sufficient accounting staff which















results
in a lack of segregation of duties necessary for a good system of internal
control.  A material weakness is a deficiency, or a combination of
control deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the Company’s
annual or interim financial statements will not be prevented or detected on a
timely basis.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to the attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this annual
report.




Changes in Internal Controls
over Financial Reporting




We have
not yet made any changes in our internal controls over financial reporting that
occurred during the period covered by this report on Form 10-KSB/A that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.













PART
III




ITEM
13.- Exhibits and Reports on Form 8-K




(a)
            Exhibits


No.
            Description31.1
            Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200231.2
            Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
            Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of
      the Sarbanes-Oxley Act of 2002.